The Princess of Atantica and The Sea Witch
by yourstrulyemma
Summary: This is a twist in the original Hans Christian Anderson and Walt Disney Tale you may know as "The Little Mermaid." The sea witch, Ursula, a Cecaelia, is in love with King Triton's -The Ruler of Atlantica- youngest daughter, Ariel. Read to find out Ursula's seductive ways on the poor innocent, mer princess.
1. Chapter 1

Rate M for very Mature Content

Ariel:

All I ever wanted was to become a human. But my father banned me from ever going to the surface to see them. But when two sea eels came into my secret hiding place full off human objects telling me their mistress, Ursula, the sea witch, can get Eric to fall in love with me.

"Our missstresss, Ursssula, can help you," they both hissed to me. I put a red lock of my hair behind my ear and questioned, "She-she can?" "Yessss. Just follow usss." they replied pulling me out of my hiding spot. My sapphire eyes sparkled as they pulled me deeper into the ocean. "Ariel, no!" Sebastian cried all of a sudden from behind me. "Go. Away." I scowled. One of the eels shoved him backwards and I winced. I still was mad at Sebastian for telling my father about rescuing the human prince, but I still had feelings for Sebastian. "Ariel!" Flounder cried. I ignored them and widened my eyes when I saw a huge cave, oddly shaped.

Ursula:

**I could sense Flotsam and Jetsam near bringing the princess. The mer princess wanted to become a human, I knew just what to do. I smiled at the thought of the skinny princess entangled in my gigantic tentacles: hopeless, stunning, delicious. I heard a gasp at the entrance of my cave and the moans of the poor unfortunate mer folk who have made a deal with me. **

**I turned around and saw the red-haired maiden looking at the used-to-be mer folk and Flotsam and Jetsam smiling at the doorway. I emerged from my clam bed and towards the mer-princess, "Come in, come in my child! We mustn't lurk in doorways, it's…rude." Ariel looked up at me with her stunning blue eyes in fear.**

** My stomach growled hungrily when she looked at me. She is drop, dead gorgeous. I wouldn't mind her being my wife. 'Good work, my boys,' I told my poopsies mentally. They nodded in return. I swam over to my mirror and put on my red lipstick. "So, I've heard you have a thing for this, prince fellow. I can't blame you, angelfish, he is a catch." I purred huskily with a chuckle. **

Ariel:

I scrunched up my face when she laughed. "So, all you have to do, is to become a human, yourself!" Ursula says to me. "You-you can do th-that?" I stuttered swimming a little closer, curious. She turned around to look at me with her gray eyes. "My dear, sweet child, that's what I do, what I live for. But, their will be a price," she slurred to me, raising her huge, lavender arms in the water.

I thought it through and realized I don't have any money. "But I don't have-" One of her seven tentacles came to my mouth cutting me off, "I'm not asking for much, just a token, a trifle merely, you can't miss them." Her tentacle came off my mouth and I mumbled, "Them?"

Ursula:

**What a pretty maiden she is. "Yes," I chuckled wrapping one of my tentacles lazily around her thin waist, bringing her closer, "all I want is-" Ariel closed her eyes, face-to-face with me, "-your voice and-" she opened her eyes in shock, "-your virginity!" I unraveled my tentacle around her waist giving her room to think. "My-my voice?" Ariel stammered putting her small hands to her throat swimming back a little, "and virginity? What on earth fo-or?!" **

**I smirked, "You got it, sweet cheeks. No talking, singing. Zip! And, if you say yes to my offer. You have three days, got that, three days to get dear, old princie to fall in love with you, if you don't…" I chuckled evilly "… you belong to, ME!" "If I can't talk how can I-" she demanded and I cut her off. "You'll have your looks! And your pretty face!"**

Ariel:

I couldn't believe the words that just came out of the sea witch's mouth. 'Virginity and my voice? This woman is a lunatic!' "ARIEL! NO!" Sebastian shouted as the eels wrapped themselves around him and Flounder. I looked at them in pain. "Do we have a deal?" Ursula swam towards my cupping my chin with her hand forcing me to look at her. I bite my lip and looked around desperately. "If I become a human, I will never be able to see my father and sisters again," I mumbled, with her hand still cupping my chin.

"That's right," she agreed, "but… you'll have your man. Life's full of tough choices. In'it." In defeat, I closed my eyes slowly and nodded my head. I could almost hear Ursula smile as she un-cupped her hand off my chin and moved herself towards her potions cabinet. "Sign this," Ursula told me and threw me a gold piece of paper. She handed me a skeleton pen with her tentacle.

I wrapped my fingers around the pen and signed my name on yellow paper. Ursula grinned and seized the paper from me and stuffed it inside her cabinet. She mixed them all up and chanted an incantation. When she finished the spell, she cried, "Now, SING!"

Ursula:

**I opened up my shell necklace as the princess sang the most ear soothing melody anyone has ever heard. I licked my lips as I saw her voice come out of her mouth and into my necklace. I closed it with two of my tentacles and couldn't help but chuckle as I saw Ariel in her air bubble. Ariel's green tail split into two and formed into beautiful, silk pale colored, long legs. **

**I widened my eyes when I saw her beautiful, new pussy. I rubbed my hands together eagerly and couldn't wait for the real fun to begin.**


	2. Chapter 2

Ariel:

I looked around holding my breath realizing I can't breathe underwater anymore. Ursula snapped her fingers and murmured," Breathe." I inhaled a gulp of sea-water and looked up at her confused. I opened my mouth to talk but nothing came out.

That made Ursula smile even bigger. "I have given you gills to breathe for now, my dear. Now, to the other subject of payment." 'Virginity,' I said in my head. I closed my eyes and nodded. "Follow me," Ursula murmured and swam towards her clam bed.

I tried swimming with my new legs but found it rather difficult. She looked back at me and realized I was having trouble. Ursula sighed and stretched out one of her tentacles and wrapped it around my waist, bringing me to her clam bed.

She set me down and growled hungrily. I scooted back a little by her outburst. "Ssshh," Ursula whispered, still growling, as she slithered towards me and my naked body. She was close to me until I could feel her hot breath on my new legs. "Let the fun begin." She whispered wrapping her tentacles around my wrists and legs. She unzipped my clam bra revealing my bare breasts.

Ursula:

**I've never felt so excited in my life to have a naked, helpless human girl in my tentacles grasps. Ariel's tits weren't as big as I hoped, but they were good enough. **

**I traced a circle around her left leg, making the angelfish shiver. Ariel covered her breast with her hands and scooted away from me. As a reaction, my tentacles grabbed her hands and pulled them off of her mouth-watering breast. I reeled her in with my two other tentacles so I could feel her fast heartbeat. I turned my head and went close to her neck and started kissing her neck. **

**Ariel moved in shock. I licked her collarbone and took my lips away from her silky neck. I took my hands and started massaging her breasts. With one of my tentacles, I wrapped it around her waist to hold her up her limp body. She squirmed in the grasps of my hands and tentacles. **

**I opened my mouth and started sucking and licking her nipples. Ariel started panting and shaking. I took my red lips off of her breasts and soothed her, "Ssshh, ssshh." I ran my long, red nails through her apple-red mane. I'm definitely in love with the Princess of Atlantica. I don't think she is enjoying it as much as I am. I came face-to-face with her and locked my eyes on to her sapphire jewels. I tilted my head and put my lips on her soft ones. **

**I pulled her in even closer, forcing my tongue into her mouth, wrapping four of my tentacles all around her skinny, little body. I bit her lips, and licked them, and sucked on them. Ariel looked at me when I parted our lips, I uncoiled my tentacles, and I lowered my head to her pussy. The clit of her pussy was soaking and I grinned as I licked all the discharge off her vagina.  
**

Ariel:

Ursula's tongue went back and forth on whatever it is. I guess all human girls have it. I did not like any bit of what she is doing to me. I squirmed and moved back away from her, but she growled angrily and I felt the vibration on my legs and pulled me so fast towards her, I didn't even blink. She thrusted her tongue into my hole and I squealed, but no sound came out. I took in small breaths and close my eyes, waiting for this horrible nightmare to end. Ursula took her tongue out of my hole and looked at me with her gray eyes. I mouthed to her, "May I go to Eric?" She smirked, "I may want to keep you longer." I widened my eyes and shoved three of her fattest tentacles up my hole.

_2 hours later…_

Ursula:

**I** **looked at the red-haired human girl, sleeping on my clam bed like a babe while I stroked her soft, rose-petal hair. "You evil sea serpent!" the small crustacean cried to me. I turned around to the red crab (who was in one of my cages) and smiled. "I'm not a serpent, my dear, I am a Cecaelia." God, that crab look's ****_so _****delicious. I can already taste him. "Whatever you are! Triton will find out what you have done to Ariel!" the chubby yellow fish screamed at me. I licked my lips nervously and chuckled darkly while grasping with my tentacles my necklace and the former mer princess, "We'll see, won't we?"**

Ariel:

Ursula finally sent me up to go see Eric, 3 hours after taking my virginity. I still had some marks from her tentacles around my body. I tried walking on the beach, but I collapsed.

Then, a barking, shaggy dog came running to me and licked my face a dozen of times.

I laughed, still no sound came out. Suddenly, the stunningly, handsome prince came around the corner and looked at me. I had a white cloth wrapped around me, thanks Ursula's sea eels. He ran towards me lifting me up in his arms and said, "What's your name fair maiden?" "Ariel!" I mouthed. "Can you talk? Can you sing?" Eric asked sadly. I shook my head solemnly. "Oh," he sighed. I looked at him and he looked back at me. Eric set me down and bowed, "Will you stay at my house for this time you are her, my love?" I grinned and nodded my head eagerly. Eric smiled and picked me up again and ran towards his castle. I looked back at the ocean wondering if Ursula is watching me.

Ursula:

**I growled angrily as the human prince scooped up ****_my_**** princess and ran into his castle. "She's mine," I growled even more. "She's fucking mine!" I swam away from the castle, deciding I will pay my angelfish a visit tonight.**


	3. Chapter 3

Ariel:

After I had my first human dinner with Eric and his servant, Grimbsy, one of Eric's maid's, Carlotta, gave me a real bath! Carlotta scooped me up when she was done stripping me of my clothing and put me in the steaming, hot, bubbly bath. "Prince Eric! No men allowed!" Carlotta chuckled and I turned around to see Eric at the doorway grinning at my naked body.

I blushed and Eric bowed, "As you wish Carlotta." Carlotta rolled her eyes, smiling, and continued bathing me. Once she was done, she put me in a beautiful pink, silk nightgown I've always dreamed of wearing. "Goodnight, my dear," Carlotta whispered as she shut the door to my new bedroom.

I looked around to see if nobody was watching, got up, and ran to my balcony to look at my family from above. The moon reflected off the ocean and made my blue eyes glisten and my pink gown flow in the wind. My hair whipped in the wind as I watched the tides pull back, and forth. Back, and forth, back and-

"Miss me, angelfish?" a voice that sounded exactly like mine said from behind me. I jumped up and whipped around to see who was there. I grabbed at metal pole from right next to my window and held it up. "Relax, babe," the voice said revealing itself. I have never see her in my life, she was a tan skinned woman with sparkling purple eyes, long brown hair, and a skinny, but curvy body.

I backed up into the corner, when I saw the exact same shell necklace Ursula wore when she took my voice around the woman's neck. "Ursula?!" I mouthed. "I go by Vanessa, when in this form," Ursula told me. I scrunched my face and she laughed," I have come here to check on my princess to see if she's being a good little girl." I nodded my head.

Ursula:

**I stalked closer to my princess. Her sapphire blue eyes glistened with fear as I came closer, and closer to her. I stroked her hair with my skinny hand. Then,I tilted my head and the maiden closed her eyes and I put my lips on to her silky ones. I put both of my arms on the wall on either side of Ariel and pushed my bosom against her tiny tits. **

**My breast are smaller than my Cecaelian one's, but they're bigger than Ariel's. I felt Ariel go limp and that's when I changed into my true form. I inflated and bubbled until I had all seven of my tentacles and my skin was back to lavender. I scooped her up before she collapsed and made the prince wake up. **

**The balcony door was open, so I jumped out and onto the sandy beach making no noise. Ariel widened her eyes and squirmed in my huge arms. I set her down and she tried running back into the castle. I jumped with all my might over the little maiden's head and in front of her, making her bump into my stomach. "Where are you going sweet cheeks? Going so soon?" I cooed to her. **

**Ariel's lip started trembling and I softly shoved her to land into the sand and I jumped on top of her, making her my prisoner. She turned and tossed, but was defeated on escaping. I grinned and started humping her with my body. I wrapped my arms around her shoulders and humped her until her body was in rhythm with mine. She imitated a cry of help. "It is no use, you're mine for now." I growled. Ariel closed her eyes as I continued to hump her harder and harder.**

Ariel:

I have no idea what she is doing. Moving back and forth on me, her breast rubbing against mine.

Licking me like licking a spoon after dessert and squeezing my breasts. Finally she let go and wrapped her tentacle around my waist and lifted me up into my room again.

My arms hanged loosely against her big tentacle and my legs were limp as she set me down on the balcony. "Until tomorrow my dear," Ursula said as she slithered back into the ocean. I slumped back into my room and shivered at thought of Ursula. She freaks the crab oil out of me. I put the blankets over my body and fell into a deep sleep.

_The next morning…_

Ariel:

I woke up to the sound of Eric walking into my room. Eric looked at me with love when I awoken from my slumber. "Would you like to go on a boat ride with me at the lagoon this afternoon, my fair maiden?" he asked me so nicely. I nodded my head and he called to Carlotta to get me ready for our boat ride.

Ursula:

**I watched from my crystal bubble to see chubby maid dressed my princess in all blue with a ribbon. In moments, Eric took Ariel's hand and carried her in the carriage as the set off to their 'boat ride.' **

**"She's good, very good." I say to myself thinking of the princess's tit's glistening in front of me. Eric pushed the boat into the slimy lagoon water and helped the maiden into the boat. I watched carefully and I saw the crustacean singing a melody trying to get the prince to kiss the mer princess. **

**"NO!" I screamed as I put a fist on the table right next to me when I saw the girl's lips inches away from the prince's. Then, the boat flipped over and I saw Flotsam and Jetsam smiling and swam away. "That was too close…I have to take matter's in my own tentacles now," I said to myself as I felt my body transform into Vanessa's.**


	4. Chapter 4

Ariel:

I don't get it! One minute, my lips almost touch Eric's, then, the darn boat flipped over! 'It must of been Ursula. She probably didn't want me to kiss him,' I thought.

"Looking at the ocean again, princess?" I whipped around to see Ursula at my door looking more seductive than last night. "What do you want?! You already have my virginity. Leave me be!" I mouthed, wishing I hadn't. "Oh, but sweet cheeks, I'm ten times as powerful as you are, so I can do whatever the hell I want with you. You're going to be mine," she hissed stalking closer to me.

She was inches away from me when she stroked my cheek with three of her fingernails. I looked away from her and she undressed me from my beautiful blue dress showing my breasts and bare butt. Ursula/Vanessa undressed herself revealing her breasts and nude butt. She came even closer to me and my naked body and wrapped her legs around my thin waist and made me fall onto my bed. Ursula massaged my breasts with massive force.

Ursula:

**I do wish I was me again, but who cares? I'm still seeing and licking the princess while she is buck nude in front of me. **

**I put both of my hands on her butt cheeks and flipped us both over so she was on top of me. I forced the maiden's lips onto my cleavage and she tried to pull back. In this form, she was probably stronger than me, so I couldn't help but change back to Ursula. I inflated and bubbled once again, the princess still on top of me. I heard the bed crack a little as I filled up the whole king-sized bed. **

**My tentacles draped onto the sides of the bed. Ariel sat up and started crying as she scrambled off of me. Then, I lifted all my tentacles above her and me, making her my prisoner once more. I chuckled deeply, causing her to fall down. I sat up, making the bed creak again, making the maiden fall onto the little bed space that wasn't covered by my body. I lunged at her, giving her a hug from behind. "Tonight, I will take all that's left of your virginity, your highness," I hissed in her ear, inhaled her intoxicating scent.**

_5 hours later: at midnight._

Ursula:

**After I sucked and savored the princess's last amount of virginity, I watched her fall asleep, in pain. After I decided to take a little scroll on the beach, and visit the prince. I slithered along the beach feeling my body transform once more into Vanessa's. 'Perfect timing!' I saw Eric on his balcony playing his flute toy. When I started to sing with the maiden's voice, Eric spotted me and was memorized by the princess's voice. I watched as the Prince's eyes turn milky gray and was under my spell.**

_The next morning, Ariel's last chance to get Ariel to fall in love with Eric._

Ariel:

I woke up and found Ursula's figure still on my bed and her suction cups on her tentacles all over my body.

I wiped them off and realized this was my last day to get Eric to kiss me. I jumped out of bed and scrambled to the Atrium to get him to kiss me.

But, that's when I saw Eric's arm intertwined with Vanessa's. Ursula's eyes looked up at me and she smirked and made rude expressions at me. My lips trembled and water started filled up my eyes.

I ran down the hall: away from evil Ursula. "Yes, I do want to marry her. She is the love of my life," Eric told Grimbsy right when I turned around to see Carlotta and Grimbsy looking at him in shock. "But your highness, what about Ariel?" Grimbsy asked him. Then Vanessa looked up at him and Eric didn't move a muscle or even look at anything or say a word. He looked...as if he was under a trance of some sort...

'Ursula!' She must of done something to him! But I can't do anything now, why not just give up? Ursula already won, she owns my body and my soul from this day forth. I turned around, I couldn't bear to watch anymore of this awful circus show.

_10 minutes after the marriage boat set sail into the ocean._

Ursula:

**Only an hour left until I marry the prince, dump him, and Ariel is mine to keep. I looked into the mirror and didn't see Vanessa, but myself, Ursula. I laughed and laughed: thinking my plan is going swell. **

**"It's time, your majesty," the chubby maid bowed and I turned around to face her. "About time," I faked a sigh and rolled my eyes. The maid bowed again and escorted me to the wedding isle. Then, the piano played and everyone stood up and bowed. Eric walked down the isle with me; our arms intertwined. As I walked down the isle, making all the men on this boat petrified while the ugly, barking dog growled at me. Then kicked it in the nose, smiling as it whined. **

**The music stopped and everyone sat down as we reached the priest at the end of the isle. "We are gathered her today to witness Prince Eric and Lady Vanessa wed this lovely afternoon," the priest announced. I smiled and looked at the sun almost touching the ocean's line. 'The princess is going to be mine!' I thought, not paying attention to the priests prayers and vows.**


	5. Chapter 5

Ariel:

I cried and cried until my blue dress was soaking in my tears. My eyes blurred up while looking at the sea as the ship went farther and farther into the ocean. I pounded my fist on the wooden dock and buried my face into my arms. "Don't be sad, Ariel. Please?" Flounder comforted me, as he swam around in the water. I looked at him and gave him a soft smile. All of a sudden, Scuttle came flying with a bunch of sea stars, sea lions, otters, birds, pelicans, dolphins, lobsters, and much more sea life and cried, "It's the sea witch! Ursula! She-she's the one! Vanessa!"

"I know," I mouthed to him. "You can't just sit here!" the crazy seagull shouted. "I can't do anything," I mouthed, as I wiped my tears away. She won. "That's why we're here, sweetheart." Scuttle frowned. Maybe they could help me. They could snatch the necklace from her!

"Alright, let's go," I mouthed as I jumped into the sea while they flew and swam towards the went under my arm and help me swim. 'Let's get this son of a bitch,' I smiled.

Ursula:

**I yawned as the priest finalized his prayers and our prayers. "Do you take Vanessa's hand in marriage and forever love her, Prince Eric?" the priest asked the prince. I looked up at him with a sly smile and he replied, "I do." "And Lady Vanessa-" he started.**

**Then, he got interrupted by dozens of birds swooping down and under my dress causing me to fall. I screamed as I fell down while the priest and crowd gasped. Growling, trying to control my anger and not transform into a Cecaelia, I looked up and saw an army of birds crowing at me. Then, I felt water spray all of my dress. I turned around and saw dolphins splashing water all over me. I screamed in anger as a starfish came on my mouth. 'What the hell is going on here?!' I felt like screaming. **

**From behind, a lobster on my back pinched my nose. I scratched at the starfish trying to pull it off, but it wouldn't. An ugly seal slithered over to me and swatted me into the cake as if I were a fly. I emerged from the cake, threw off the slimy starfish, and a seagull honked in my face. I grabbed it by the neck. "Why you little-" A horrible pain hit me in my ass and the seagull ripped off my necklace causing the necklace to fall and break.**

Ariel:

Just as I climbed aboard the ship, I saw Scuttle rip off Ursula's necklace as it fell on the ground into a million pieces. Then, the melody I sang at Ursula's cave came up into my throat and I could speak again! The crowed gasped while I looked at Eric and he shook his head and looked at me. "Ariel?" "Eric!" I exclaimed putting my arms out.

He ran over to me and Ursula cried, in her own voice, "Eric, get away from her!" She instantly clamped her hand over her mouth. "You-you can talk! It's been you along!" Eric told me swooping me into his arms. "Oh, Eric I wanted to tell you…" I whispered as he cupped my face with his hands and leaned in for a kiss. 'Yes! I won!' "Eric, no!" Ursula screamed.

All of a sudden, a great pain became of my legs. I gasped and fell to the ground. 'Wha-what happened!' Eric looked at me in shock and embraced me. "So it's true..." he murmured as he looked at my waist. "You're too late!" Ursula cackled, "you're too late!" I looked down and saw my green tail instead of my pale legs. 'Oh no, no, no!' I screamed in my head.

I looked at the sky and saw the sun gone from the sky leaving behind a trail on yellow and pink streaks in the sky. Eric and the humans gasped on the boat as they saw their Vanessa inflate into humongous Ursula. Her wedding dress ripped as her tentacles came out. Ursula roared with laughter and slithered over to Eric and I. Eric kept holding onto me, but Ursula wrapped a tentacle around his legs and flung him to the other side of the boat. "Eric!" I screamed as Ursula wrapped tentacles around my waist and arms. She forced me onto her lap and I gasped in shock."So long, lover boy!" Ursula cackled as she kissed my neck.

Eric ran over towards Ursula and me, but that's when Ursula jumped into the ocean along with my hopes and dreams.

We splashed into the cold water below and I breathed in the refreshing water. "My plan worked!" Ursula cackled and laughed.

Ursula:

**Oh my Neptune, this sexy princess is finally mine! She will be my queen when I take over Atlantica and all of the people in the 7 seas will bow down to us! I swam away and took Ariel to my cave before anyone saw us. I wrapped three tentacles around the squirming princess. "Let me go! You weren't playing fair!" Ariel exclaimed trying to push-off my tentacles. "Too bad angelfish! I win, you lose, you belong to me! Your body is mine!" I said bringing her face to mine. I let go of her and snapped my fingers and she instantly changed into a human. Ariel widened her eyes and cried, "You're letting me go?" "Oh no, no, no my dear!" I smirked and wrapped her whole body with my tentacles. "Wait, I don't understand, you're-" she started and I clamped my hand over her mouth and purred, "When you're a little mermaid, you don't have virginity. But when you're a human, you have virginity and a vagina." "BUT YOU TOOK MY VIRGINITY!" Ariel howled under my hand. "But I still can kiss, suck, lick, fuck, savor, squeeze, hug, wrap, and rub you with my tentacles, hands, and mouth. You don't need your virginity to fuck more than one time, do you sweet cheeks?" I told her. "But, if you have sex with someone, they have have your mate and you have to love each other," Ariel added, as I took my hand off her mouth and uncoiled my tentacles. She couldn't get away from me with her little legs. "Well I'm in love with you and you're gonna love me whether you want to or not. If not, I'm going to make you until your skinny, little body rots and dies," I hissed slithering closer to her. Ariel closed her eyes and swam closer to me. I smiled and took off her bra and panties and swam with her to my bed. Beautiful...  
**


End file.
